-duty of secretary of state.

-effect of

his certificate

-law to apply.

Code amended.

First meeting

of stockholders.

-what to do.

-time.

-notice.

waiver of such notice.

-place of meeting.

Code amended.

Recordation

of certificate, when and where.

-fine for failure.

common seal of the company, certify the resolution to the secretary of state, and the secretary under his hand and the great seal of the State, shall issue to the company adopting such resolution, a certificate declaring the proposed extension to be authorized by law, which certificate shall be received in all courts and places as evidence of the extension of the existence of such corporation, and of the authority for the same. The provisions of sections seventeen, eighteen, nineteen and twenty of this chapter shall apply to such certificate.

26. That section fifteen of chapter fifty-four of the code be and the same is hereby amended and re-enacted so as to read as follows:

15. When a certificate of incorporation is issued under the ninth section, the corporators named in the agreement recited therein, or a majority of them, shall appoint the time and place for holding a general meeting of the stockholders to elect a board of directors, make by-laws, and transact any other business which may lawfully be done by the stockholders in general meeting. The time appointed for such meeting shall not be more than six months from the date of the cretificate, and at least two week' notice of such meeting shall be given by advertisement in the manner precribed in the forty-first section of chapter fifty-three of the code. But if all of the incorporators and stockholders be present when the meeting is held, or if all of such stockholders agree in writing upon a time and place of such meeting, or agree to waive notice of such meeting and the publication thereof, then such meeting may be held without the publication of such notice. The place of such meeting shall be governed by the provisions of the forty-first section of chapter fifty-three of the code, unless changed by mutual consent as provided herein.

27. That section twenty of chapter fifty-four of the code be and the same is hereby amended and re-enacted so as to read as follows:

20. The corporation shall cause the said certificate, within three months after it has been issued, or a copy thereof certified as aforesaid, to be delivered for record to the clerk of the county court of the county in which the principal office of such company is kept, and the clerk of the county court shall record the same in his office. If such corporation fail therein,

when princi

it shall be fined not exceeding one thousand dollars. If the principal office of such corporation be not in-provision the State of West Virginia, then said certificate, or pal office not a certified copy thereof, shall be filed and recorded in state. in the county court clerk's office of the county wherein resides the person appointed by said corporation pursuant to the twenty-fourth section of this chap

ter.

28. That section twenty-one of chapter fifty-four code of the code be and the same is hereby amended and re- amended. enacted so as to read as follows:

may ac

principal office; in

reduction of

par value;

how.

to notice.

21. Any corporation formed, or which may here-change of after be formed, or which has accepted or cept the provisions of this chapter, may, by resolution crease or at a general or special meeting of the stockholders number of thereof, change the place of its principal office, or shares, or make such reduction or increase in the number of when and shares of its capital stock, or the par value of each share, as may be decided upon by said stockholders, a majority of the stock of such company being represented by the holders thereof at such meeting in person or by proxy and voting therefor: provided, that proviso as notice be given by advertisement published at least two weeks before such action in some newspaper of general circulation printed in the county wherein the principal office of such corporation is located, if such office be within this State, and if such office be not in this State, then in some newspaper printed at the capital of this State, of the intention to offer such resolution; and provided, further, that such resolution may-further be adopted without such notice being published, if the proviso as to meeting at which it be adopted be assented to in writing by all of the stockholders of the company at the time or before the meeting is held. Any corporation-provis heretofore incorporated or that may be incorporated be- ions as to exfore this act takes effect, may reduce its authorized cap- ations. ital stock in the manner prescribed in this act. If such application be made to the secretary of state before January first, one thousand, nine hundred and three,

notice.

isting corpor

he shall charge no fee whatever for such certificate, or no fees to for any work in connection therewith or relating thereto secretary of provided in this act, nor shall he collect the tax for the State seal thereon.

state, when.

amended.

29. That section twenty-two of chapter fifty-four of Code the code be and the same is hereby amended and re-enacted so as to read as follows:

2. When such change of principal office or in- Same subject

-duty of

state.

crease or reduction shall have been made by any such -certifying corporation, the president thereof shall, under his of resolution. signature and the seal of the corporation, certify the resolution to the secretary of state; and the secresecretary of tary of state, under his hand and the great seal of the State, shall issue to the corporation so making such change of principal office or increase or reduction, a certificate reciting the resolution and declaring the proposed change of principal office or increase or reduction to be authorized by law; which certificate shall be received in all courts and places as evidence of the change in the number or par value of the shares of the capital stock of such corporation, and of the authority to increase or reduce the same, or of such change of said principal office.

-effect of

certificate of such secretary as evidence.

Code amended.

Meetings and principal office.

-where

meetings to be held.

-notice, except, etc.

30. That section twenty-three of chapter fifty-four of the code be and the same is hereby amended and reenacted so as to read as follows:

23. The stockholders or directors of any corporation formed under or accepting the provisions of this chapter, may hold meetings for the transaction of the lawful business of the corporation, including the first general meeting for purposes of organization, and keep the principal office of such corporation either in or out of this State. But no meeting of stockholders shall be held at any other place than the principal office of the corporation, unless the by-laws so provide, without the authority of the stockholders, and no meeting of the stockholders or of the directors, except as provided in the by-laws, or by section fifty-oneof chapter fifty-three, of the code, shall be held without reasonable notice. The principal office of the corporation shall be taken and deemed to be at the place fixed by the agreement and the certificate. of incorporation, or as located according to the promay have visions of section twenty-one of this chapter. But notother place, withstanding the location of the principal office, any corporation may transact business and have an office or offices at any other place, and may own property and carry out the purposes for which it was incorporated at any other place or places.

-principal office.

office at any

etc.

Code

amended.

Foreign corporations may hold property and

31. That section thirty of chapter fifty-four of the code be amended and re-enacted so as to read as follows:

30. Any corporation duly incorporated by the laws of any other State or territory of the United States do business or District District of Columbia, or of any foreign coun-

and when.

retary of

of such sec

recording of.

where.

try may, unless it be otherwise expressly provided, in state, how hold property and transact business in this State, upon complying with the provisions of this section and not otherwise. Such corporation so complying shall have the rights, powers and privileges, and be subject to the same regulations, restrictions and liabilities, that are conferred and imposed by this and the fifty-second, the fifty-third and the thirty-second chapters of this code, as amended by this act, on corporations chartered under the laws of this State. -what to file Every such corporation shall file with the secretary with. secof state a copy of its articles of association or cer- state. tificate of incorporation. The secretary of state shall issue to every such corporation complying with certificate the provisions of this section, a certificate of the fact retary. of its having done so, which certificate shall be filed and recorded in the office of the clerk of the county-filing and court of the county, or one of the counties, in which its business is conducted. Such corporation shall also-to file file in the said clerk's office a copy of its charter, charter, which shall be recorded therein. Every railroad corporation doing business in this State under the provisions of this section, or under charters granted or -railroad laws passed by the State of Virginia, or this State, is declared dohereby declared to be, as to its works, property, oper-rations, for ations, transactions and business in this State, a do- what mestic corporation, and shall be so held and treated in all suits and legal proceedings which may be commenced or carried on by or against any such railroad corporation, as well as in all other matters relating to such corporations. No railroad or other corpora- business, etc., tion which has a charter or any corporate authority in state, unfrom any other State, shall do business in this State as the lessee of the works, property or franchises of any other corporation or person, or otherwise; or bring or maintain any action, suit, or proceeding in this State, until it shall, in addition to what is hereinbefore required, file in the office of the secretary of state, a writing, duly executed under its corporate seal, accepting the provisions of this section, and-failure, agreeing to be governed thereby, and its failure so to do may be pleaded in abatement of any such action, -liability of suit or proceeding; but nothing herein contained shall any corporabe construed to lessen the liability of any corpora- lessened, etc. tion, which may not have complied with the requirements of this section, upon any contract or for any

wrong.

mestic corpo

purposes.

-not to do

til, etc.

what then.

tion, not

Every such corporation which shall do business in-penalty for

ness without

faw.

doing busi- this State without having complied with the provisauthority of ions of this section shall be guilty of a misdemeanor, and upon conviction thereof shall be fined not less than five hundred dollars nor more than one thousand dollars for each month its failure so to comply shall continue. Prosecutions under this section shall be in the county in which the seat of government is.

-prosecutions. -fee of secretary.

Code amended.

Banks,

For every certificate issued under this section the secretary of state shall be paid by the corporation a fee of five dollars.

32. That section eighty of chapter fifty-four of the code be amended and re-enacted so as to read as follows:

No meeting of the stockholders or of the diwhere, stock-rectors of a bank, whose principal office or place of busito meet. ness is located within this State, shall be held out of this State.

holders, etc.,

Code, section added to.

Sale, assign

corporate

33. That the following section, to be designated section eighty-three, be and the same is hereby added to chapter fifty-four of the code:

83. On the affirmative vote, in person or by proxy, ment, etc., of of the holders of at least sixty per centum of the outproperty and standing stock of the corporation, such corporation assets; how. may sell, transfer or assign in good faith, all of its property and assets; but a smaller majority shall not have the right to make such a sale, transfer or assignment. But no sale, transfer or assignment of property what meet- and assets of such corporation shall be made, except at a general or a special meeting of the stockholders, called in the manner provided by law. But nothing in this -with what section shall be so construed as to conflict with any of the provisions of section fifty-six of chapter fifty-three of the code.

-only at

ing.

not to conflict.

Code amended.

porations,

what are.

34. That section eighty-six of chapter thirty-two of the code be and the same is hereby amended and re-enacted so as to read as follows:

86. Every corporation which has heretofore obtained Resident cor- or which shall hereafter obtain a charter or certificate of incorporation from this State and whose principal place of business and chief works are located within this State shall be known as a resident corporation for the purposes of this chapter, and shall pay an annual license tax as follows:

-annual

license tax to

be paid by If the authorized capital stock be not more than ten such corpora- thousand dollars, ten dollars.

tions.